Whatever Happened to Captain Cloudsdale?
by Tumbleweed
Summary: A masked and mysterious pony has come to Ponyville! He's looking for the bravest, strongest pony in town- and where better to start, than with Rainbow Dash?
1. Chapter 1

It would have been a lovely day in Ponyville, if it weren't for the tornado.

The dark funnel weaved drunkenly down Ponyville's main street, flinging anything that wasn't secured down properly in every direction. It was the kind of naked, natural weather that Ponyville's residents simply were not ready for- the sort of thing that would send any pony with a bit of sense scurrying for cover.

Naturally, Rainbow Dash was on the scene.

"Don't worry!" she yelled over the wind's howl. "I got this!"

The blue pegasus pulled a pair of goggles down over her eyes, and took off in a multihued streak towards the chaos. The tornado picked up a fruit cart and flung it right at Rainbow Dash, but she effortlessly rolled out of the way. She winced a little as she heard the cart smash to splinters somewhere behind her. "Applejack's not gonna be too happy about _that_." she said to herself, quieter.

Rainbow Dash beat her wings for extra power, and flew directly into the wind. Her fur and feathers rippled against the force of the tornado. She was pushed backwards on several occasions. But each time, Rainbow Dash worked her wings even harder, forcing her way through brute force and stubborn willpower alone.

Rainbow Dash gritted her teeth and pushed her way onward- she knew the quickest way to disrupt a wild tornado was to stop its twisting motion by flying in the opposite direction of the air current. She'd never heard of anypony doing it alone- but there wasn't enough time to get more weather pegasi on the scene. But if anyone could do it, she told herself, it would be her!

And slowly, but surely, the tornado began to lose force as Rainbow Dash circled around and around it, forcing the air currents to all flow in the same direction. She allowed herself a half mad, victorious laugh. It was working!

That's when a board hit Rainbow Dash in the head.

The blow would've put any other pony in the hospital, but Rainbow Dash was made of sterner stuff. Even still, the sudden shock of the blow sent her veering far off course- until a streak of red and silver swooped in beside her. and shoved her back on course.

"Still flying?" The other pegasus yelled over the din of the tornado. Rainbow dash squinted at the other flyer, but between the dust kicked up by the twister and the stars still circling her head, she couldn't make out who he was.

"Of course!" Rainbow Dash said.

"Good, because we've got to make another run on that tornado before it hurts anypony else!"

"Sounds good to me- just try to keep up!" Rainbow Dash reared up and soared back against the wind- fast enough that the colt behind her could only say "Hey!" in response and vainly try to keep up. Once again, Rainbow Dash fought her way into place circling the tornado- but this time, she was helped with the strength of another pair of wings. Flying together in a loose formation, the two pegasi twisted the tornado in the opposite direction, finally forcing its wind currents all into the same direction, allowing them to dissipate harmlessly. Or at least with far less damage they would've done otherwise.

Rainbow Dash's heart pounded in her chest as she got down to the ground, wincing a bit as she relaxed her overworked wings. "Hah." she laughed, weakly. "Piece of...cake." Having said this, she allowed herself to collapse to the ground for a well-needed rest.

* * *

><p>"Rainbow Dash, right?" said someone. "Are you alright?"<p>

"I'm okay!" Rainbow Dash said, mostly by reflex. She blinked her eyes open and pushed her goggles off to look at the pony standing above her. He was a young colt- at least, he sounded young. Rainbow Dash couldn't quite make out his exact age, due to the mask he was wearing. She saw a bit of off-white fur around his nose and eyes, while his mane was a simple black.

The rest of him was covered in a red jumpsuit, which buttoned up his chest in an inverted 'L' shape. (Rainbow Dash reminded herself to ask Rarity just what that was called later). A short gold cape hung off of one of the pony's shoulders. "...you come from the circus or something?"

"Sorry, I should've introduced myself earlier." The masked pony said, and scratched at the back of his neck. I'm Captain Cloudsdale."

"Captain Cloudsdale, huh? Why's that sound familliar?" Rainbow Dash said. She shook her head and got to her hooves. As she did so, she got a better look at the red-suited colt- and her eyes fell to white wings sticking up out of his back.

"You...might have heard of me." he said, "I'm, well...I guess the best term would be superhero."

"Okay, I got it. I got hit on the head and now I'm just having weird dreams, right? Twilight says that kinda stuff happens sometimes-"

Captain Cloudsdale sighed. "I'm real." he said, and poked Rainbow Dash in the side.

"Hey, watch it!" Rainbow Dash said, wincing just a little.

"Well, that prove I'm real enough for you?"

"I guess so." Rainbow Dash said, "So...a superhero, huh? I didn't know Equestria had any of those."

"Well, not many. Which is kind of why I'm here. I'm recruiting."

"Recruiting? In Ponyville? Whoa!" She smiled, and beat her wings to take to the air, posing, "I guess that makes sense, as there's just _one_ pony in all of Ponyville who's awesome enough to be a superhero-"

"I know." Captain Cloudsdale said. "That's why I need you to introduce me to Mare-Do-Well. You know her, right?"

Somewhere, a pane of glass broke.


	2. Chapter 2

"And then he just flew off!" Rainbow Dash said. "I could've gone after him, totally- not like some weirdo in red spandex is gonna be faster than _me_." She grinned at the other ponies in Twilight's library, and then winced a little as Fluttershy wrapped a bandage around the board-shaped bruise on her head. "But I was tired after beating up that tornado, is all."

"I reckon you were." said Applejack.

"Red tights?" Rarity said. "Why, that sounds absolutely gauche. Didn't anyone tell him green is the new red this year?"

"I doubt Captain Cloudsdale keeps up to date on fashion trends, Rarity." said Twilight Sparkle, frowning. "Especially since he died over sixty years ago."

"Oh no!" Pinkie Pie said, "He's a ghost pony!" she quivered, and hid behind Fluttershy.

"Nah, not a ghost." Rainbow Dash said. "He poked me in the side to make sure I wasn't dreaming. Ghosts can't do that, can they? They're like, inconsequential or something, right?"

"Insubstantial." Twilight said. "Or they would be, if they existed. Which they don't."

"So he's not a ghost, but he's already dead- maybe he's a vampony!" Pinkie Pie said.

"What." Fluttershy said, narrowing her eyes.

"Eheh, don't worry, he can't be a vampony!" Twilight Sparkle said, somewhat quickly. "I mean, even if there was a tornado, vamponies can't go out during the day."

"Oh, good." Fluttershy said, quietly.

"Sooooo...that means he's a zombie! Oh no! Did he try to eat your brains, Rainbow Dash?" Pinkie Pie shook the slightly-concussed Rainbow Dash. Hard.

As one could expect, this was not the best of things to do to a slightly concussed pegasus. "Bwuh?" Rainbow Dash said. Even that was an effort.

"HE DID! HE ATE HER BRAINS! NOOOOOO!" Pinkie Pie began to sob.

"Now just wait a gosh-dern minute!" Applejack said, and yanked Pinkie Pie away from Rainbow Dash. "Ain't nobody eatin' brains in ponyville!"

"Gah," Rainbow Dash shook her head. "Stop shaking me! I'm _fine_, Pinkie. He didn't eat my brains."

"Are you sure?"

"Honest."

"Oh, okay!" Pinkie Pie's tears stopped as quick as someone turning a faucet. "But...if he's not undead or anything, how come this guy's flying around all this time later?"

"That," Twilight Sparkle said, "is a very good question. As best I can remember, Captain Cloudsdale died towards the end of the Second Wyvern War, shortly after he helped found the Wonderbolts."

"WHAT." Rainbow Dash lunged across the room and grabbed Twilight by the shoulders. "Say that again!"

"Captain Cloudsdale died-"

"No, the other part! About the Wonderbolts!"

"Oh, right. Captain Cloudsdale was one of the founding members of the Wonderbolts, along with the Horsey Torch, and Neigh-mor the Sea Pony. The Wonderbolts were originally an elite military unit, you know."

"I _knew_ his name sounded familiar! Oh, this is so cool!" Rainbow Dash said. "And he was looking for _me_. Awesome!" Rainbow Dash's voice pitched upwards into 'fangirl squeal' territory.

"Hey now," Applejack said, leaning in, "Ain't this whole 'dead guy who ain't really dead' thing more 'portant?"

"Actually, Rainbow Dash might have a point." said Twilight. "I don't know what's going on, but it might be better if some of us kept an eye on Captain Cloudsdale, in case anything odd happens."

"And then, when I impress him with how totally sweet my moves are, he can make me a Wonderbolt! It's not like they can tell him 'no,' right?"

"I don't think it works that way." Fluttershy murmured.

"Well, it should." Rainbow Dash said.

"Fine, fine." Applejack sighed. "Guess it's a lucky thing I held onto them purple pajamas."

"They're not pajamas!" Rarity said, "It's an action-cut body stocking, and you know it."

"Uh, sure." Applejack said.

"Right- Applejack, Rainbow Dash, you two can investigate firsthand, while the rest of us stay here and do research."

"Sweet!" Rainbow Dash pumped her hoof, "I'm gonna be a superhero! Oh man, I'm gonna need the coolest outfit _ever_."

"Oh my." Rarity said, "This is rather short notice, but- Fluttershy, would you mind terribly if I just altered your action-cut body stocking for Rainbow Dash? Those wing-gloves take an inordinate amount of time to stitch, even for me-"

"Don't worry, Rarity-" Rainbow Dash said, and patted the unicorn on the shoulder, "I've already got something in mind."

* * *

><p>"Welp, I'm glad Rarity ain't here." Applejack's voice was muffled by her mask. She titled the brim of her hat upward and scanned the skies of her farm for incoming ponies.<p>

"Oh, come on!" Rainbow Dash said. "This totally works as a super suit! It's got a helmet, and a cape, and that's all you need, right?" she posed, throwing her wings back to show off the first gala dress (to use the term loosely) Rarity had made for her. "Or, wait, I know- I need goggles! Shoot, I should've brought my goggles. Tell you what, wait here, and I'll-"

"Nuh-uh." Applejack put her hoof down on Rainbow Dash's tail before she could take off. "You're stayin' here."

"Spoilsport." Rainbow Dash said.

"Hey, don't forget why we're here in the first place." Applejack said.

"Shh!" Rainbow Dash said, suddenly looking upward, "He's coming! Now remember the plan, you stay quiet and mysterious, and I'll do all the talking."

Above, a red blur zipped out of a large cloud. Captain Cloudsdale beat his wings to slow his descent. He landed next to them, hard enough to dig four hoof-shaped furrows in the grass next to them. He smiled broadly to the two fillies present.

"Sorry to keep you waiting, ladies-"

"No problem!' Rainbow Dash said. "I'm like the most patient pony you'll ever meet."

"And this must be the Mysterious Mare-Do-Well." Captain Cloudsdale grinned. Applejack nodded silently, and shook the super-pony's offered hoof.

"She doesn't talk much." Rainbow Dash said.

Applejack glared through her mask at Rainbow Dash.

"That's alright- I'm not really much of a talker myself." Captain Cloudsdale said.

"So what's the plan?" Rainbow Dash took to the air in anticipation. "Are we gonna go after a dragon? 'cause we've totally dealt with dragons before. Or, ooh, are we going to chase down some spies? Rescue a princess? Fight ninjas? Oh please, tell me it's ninjas, 'cause that would be totally cool."

"Er, no." Captain Cloudsdale said. "I need your help finding something-"

"That's it?" Rainbow Dash said, "We're _superheroes_. That doesn't sound very super."

"-in the Everfree forest." Captain Cloudsdale turned to look off into the treeline.

"Oh, well, I guess that's different." Rainbow Dash said.

"I'd go on my own, but I really don't know the area that well, so I thought I'd get a local guide. You know the Everfree forest, right?" said the red-suited pegasus.

Applejack nodded, and shared a quizzical look with Rainbow Dash.

"Yeah, I've gone in there a coupla times." Rainbow dash pushed her helmet back.

"Somepony important to me disappeared in the Everfree forest, a long time ago. I've decided it's time to find out what happened." Captain Cloudsdale

"You can count on us, C.C.!" Rainbow Dash grinned, and shot off into the forest. A short distance later, she spiraled upwards in the air and turned to look back at Captain Cloudsdale and Applejack. "Try to keep up!"

"Is she always like that?" Captain Cloudsdale asked.

Applejack nodded.

"I figured as much."

As the vegetation got thicker, Rainbow Dash was forced to slow her pace. The two pegasi weaved slowly through the air, while Applejack made her way nimbly over the rough terrain below.

"You know, Rainbow Dash-" Captain Cloudsdale said as they sailed through the air, some distance above the masked mare. "-this is, ah...a bit unprofessional of me, but...what do you know about Mare Do Well?"

"What, like her secret identity and junk?"

"No, not that. More like the stuff she likes. Favorite foods. Music. That kind of thing."

"Why do you wanna know?"

"No reason." Captain Cloudsdale said, quite suddenly.

"Wait a second-" Rainbow Dash eyed Captain Cloudsdale carefully. "Even _I_ can cover up better than that. Are you a spy?"

"That's not it!" the masked pegasus said. "It's just, well...I hadn't planned on this, but your friend's kind of cute."

Rainbow Dash blinked at the revelation, and looked down at the violet shadow trotting through the forest. "She is?" she blurted. On the one hoof, Rainbow Dash realized, helping Captain Cloudsdale get a date could help her get a spot in the Wonderbolts. On the other hoof, she wasn't about to use her friends as mere stepping-stones, even to achieve her lifelong dream. "I mean, uh, no she isn't. She's wearing a mask, dude." Inspiration struck Rainbow Dash. "-and there's a reason for it." she leaned in and murmured conspiratorially, "Don't tell anypony, but Mare Do Well's face got all messed up awhile back. Freak, uh...freak badger accident. Yeah. So now she wears a mask and helps everypony else, so that'll never happen again!"

"Wow." Captain Cloudsdale's eyes went wide, "That...is impressive."

"You don't know the half of it, dude." Rainbow Dash said. "So yeah, just my friendly advice, don't try anything all smoochy-woochy, 'cause seriously, her face would probably make you barf."

"I'll...keep that in mind." Captain Cloudsdale said.

On the forest floor, Applejack pressed on, blissfully unaware of the conversation above her. She very carefully walked around a patch of poison joke, then hopped onto a large dark boulder in order to get a better view. As soon as her hooves touched down, Applejack knew something was wrong. The boulder was too warm, too smooth...and, Applejack realized with a sinking feeling in her stomach, it was _breathing_.

Applejack leaped away, moments before a mouth the size of a haycart snapped at her. The boulder uncoiled, revealing a long, serpentine body and a set of draconian wings.

"Whoa!" Rainbow Dash said, "What _is_ that, some kinda dragon?"

"Wyvern, actually!" Captain Cloudsdale said, and dove into action. He swooped down at the back of the reptile's head, hitting it with all four hooves at once. Rainbow Dash followed suit, hitting even harder than the superhero pony had.

The wyvern snarled as it fell forward, landing hard upon its chin. Applejack reached beneath her cape and pulled out a recent addition to her Mare Do Well attire: a long, purple-dyed lariat. She twirled the rope over her head and closed the loop around the wyvern's snout, tying it closed.

"Huh." Rainbow Dash said, "It _looks_ like a dragon. What's the difference?"

The wyvern shook its head, dislodging the two pegasi there. It strained its jaws against the rope holding them closed. The lariat began to sizzle and smoke, and finally snapped into two pieces as the wyvern's broad jaws snapped open.

"Dragons spit fire-" Captain Cloudsdale said, voice shaky, "Wyverns spit acid."

The wyvern swung its head around and spat at Rainbow Dash. She rolled out of the way, and the snot-green glob struck a tree and began to sizzle, melting the hardwood away as sure as a sugarcube dissolving in water.

A wet, guttural sound echoed from the not-dragon's mouth as it reared back to hock another vitriolic loogie. It zeroed in on Rainbow Dash again, but a purple blur struck the wyvern on the chin, just at the moment it spat. Its jaws snapped shut, and flecks of acid sprayed in all directions.

Applejack sucked in a quick breath as she felt the drops of acid hit her foreleg. She crumpled to the ground and tore off the acid-burnt remnants of her sleeve as quickly as she could. She gritted her teeth against the pain, then thrust her leg into a muddy puddle, hoping to wash the worst of the acid off before it could do any more damage.

Above the disguised pony, the wyvern pulled its lips back in something halfway between a snarl and a smile.

"Over here!" Captain Cloudsdale said, and flew right over the wyvern's nose. The huge reptile stopped, and turned its head to stare at the red-clad pegasus. A look of surprise crossed its saurian features, and the wyvern made a confused sound.

"That's right, remember me?" the Captain glared at the giant reptile. "Bet I'm the last pony you expected to see, aren't I?"

"What're you doing?" Rainbow Dash said, circling around.

"-what I came here for." Captain Cloudsdale said. "Take your friend and go!"

"What? No way! I'm not leaving you here!"

"You've got to! You're faster than I am, and Mare Do Well needs help. I'll handle the wyvern."

At this, the wyvern gave a derisive snort. Captain Cloudsdale smiled, then tapped the wyvern on the nose. "You never _could_ catch me, could you?" The red-clad pony turned around and shot off into the everfree forest. The wyvern snorted again and beat its wings. It took to the air after Captain Cloudsdale, and even its serpentine bulk disappeared in the darkness of the Everfree forest.

"Whatcha waitin' for?" Applejack said, pulling off her mask. "Go on after 'im! I'll be fine!" She cradled her left hoof in her right.

Rainbow Dash shook her head, and hauled Applejack out of the puddle. "You just _had_ to say that, didn't you?"


	3. Chapter 3

Spike belched an envelope.

"Oh, great!" Twilight Sparkle caught the message with her telekinesis before it could touch the dragon's claws. "I've been waiting for this!"

"What is it?" Fluttershy said, looking up from a history book.

"It's Captain Cloudsdale's dossier." The unicorn said. She laid it out on her desk, and opened it up (ignoring the large 'CLASSIFIED' stamp in red ink on the cover). No sooner had her eyes skimmed the documents, Twilight furrowed her brow. "Well, that's interesting." she said.

"What's interesting?" Pinkie Pie appeared over Twilight's shoulder, "Does it say what Captain Cloudsale's favorite ice cream flavor is? Because that'd be super awesome to know for when I throw him a 'welcome to ponyville' party! Oooh, it could even be a masquerade sort of thing and we could all wear masks so he'd fit right in! Do you still have that one mask Princess Celstia sent you?"

"Er, no." Twilight said.

"Please, darling," Rarity said as she peered over Twilight's other shoulder, "I bet it'll be something far...juicier. Perhaps the good Captain Cloudsdale had a pretty filly-friend? They'd keep that on file, wouldn't they? Especially if she kept on getting kidnapped, as I understand was the style at the time-"

"Why would you even care about that?" Pinkie Pie tilted her head to peek at Rarity. "Unless you liiiiike Captain Cloudsdale?"

"Of course not." Rarity huffed. "I don't have to be _interested _in a pony to appreciate the occasional...tidbit. Gossip's a vice of mine, I fear."

"Oh!" Pinkie Pie said, "I get it! Vices are fun!"

"You're both wrong." Twilight Sparkle rolled her eyes. "Look here-" she pointed her hoof at one of the many stamps on the age-worn dossier.

"His real name is Mia?" Pinkie Pie gasped. "Ohmygosh, Captain Cloudsdale is really a _girl_? That explains why there isn't a filly-friend listed! I mean, things were probably way more old fashioned back then, not like they are now-"

"No." Twilight Sparkle facehooved. "It's not a name, it's an acronym. M.I.A. means 'missing in action.' Captain Cloudsdale was never formally declared dead- they never found a body. They made the declaration just a few days before the Treaty of Trottingham was signed."

"Oh wow! So that means he's like, really old, right? But how's he still flying around and kicking tornadoes and stuff?"

"I don't know." Twilight said, "But, there are...possibilities. For example, he could've gotten caught up in a temporal teleporation spell- they're theoretically POSSIBLE, but only under very certain circumstances. Some sort of stasis seems more likely. A cockatrice, maybe? But if that's the case, I have to wonder who would've used the stone-to-flesh potion on him..." Twilight frowned. "We just need more information. Maybe Rainbow Dash and Applejack will be able to tell us something once they get back."

"But just _when_ shall they return?" Rarity asked.

"Ooooooh," Pinkie Pie grinned. "I'd say about...a minute."

Twilight peered at the pink pony. "Let me guess, your tail's twitching?"

"Nope!" Pinkie Pie said, "I just looked out the window."

"Gang way!" Rainbow Dash said as she flew into the library, scattering books and papers with each beat of her wings. "Emergency here!" Twilight Sparkle and company looked up as the pegasus burst in, carrying Applejack. Rainbow Dash slowed to a halt and gently (for her, at least) put Applejack on the floor. Applejack pushed herself away from the pegasus as soon as her hooves touched the floor, and limped away indignantly, favoring her acid-burned leg.

Rarity gasped in shock once she got a good look at the two new ponies. "Applejack, what did you do?"

"Welp, didn't have any bandages handy, so I tore a chunk offa my cape-"

"Not to the costume, to your leg!"

"'m fine." Applejack said, and pulled her hoof closer to her chest.

"Acid spit!" Rainbow Dash said. "Totally gross."

"What? You've been fighting wyverns?" Twilight Sparkle said, "Why? How?"

"No time to explain- I gotta go back and save this Captain Cloudsdale guy!"

"Wait!" Twilight said. Purple light flashed and she teleported to the window and slammed it closed before Rainbow Dash could build up speed. "We need to think this through- and work together. I've been doing research- I even got Captain Cloudsdale's dossier express-Spiked from Celestia, but it's raising more questions than it's answering." Twilight shook her head. "What did you learn from Captain Cloudsdale?"

"Not much- he said he was trying to find something- well, somePONY, and then we found a wyvern and it drooled acid all over Applejack."

"'m _fine._" Applejack grumbled. "Thing barely grazed me!"

"That's it?" Pinkie Pie said.

"Oh! I think Captain Cloudsdale's got a crush on Applejack, too." Rainbow Dash said.

"What?" Rarity's ears perked up reflexively at the mention of gossip

"I know, right?" Rainbow Dash said, "But don't worry Applejack. I told him that your face was all messed up and gnarly underneath the mask, so that way he won't try any kissy stuff."

"What." Applejack said.

"Oooooh, clever!" Pinkie Pie's eyes went wide. "It's like a test of character! If he's _really_ a good hearted superhero, he won't care what Applejack looks like! So that way you know it'll be true love since he doesn't care that you're all uglified and hideous!"

"I ain't uglified!" Applejack said.

"Bonus!" Pinkie Pie said. "It'll end happily ever after!"

"Your face is lovely enough, Applejack, but right now your leg isn't." Rarity said, biting at her lower lip, "Now stop complaining so we can get you to the hospital. And don't try to charge off when nobody's looking, either! I'll keep an eye on you _personally_ if need be."

"Rarity's right." Twilight Sparkle nodded. "As for the rest of us, we'll go after Captain Clousdale _together._"

"But, um-" Fluttershy spoke up, "how are we going to find him? The Everfree forest is a big place, and he's just one pony, and wyverns only live in the deepest, darkest, scariest places they can find." The yellow pegasus shivered preemptively.

"That, I can deal with. Here." Twilight Sparkle took a shred of red cloth out of Captain Clousdale's dossier. "This is a scrap from one of Captain Cloudsdale's old uniforms. It should be attuned enough to his auric resonance in order for me to magically establish a sympathetic link, which I can then use in a basic geolocation cantrip-"

"Say what?" Rainbow Dash tilted her head.

"I get it! Twilight Sparkle's a bloodhound! Only with magic and stuff. And no sad droopy face."

"That's...a simple way of putting it, but yes." Twilight said.

"Neat!" Pinkie Pie grinned. "But there's just one problem!"

"What's that?" The purple unicorn asked.

"What if Captain Cloudsdale's naked?"

* * *

><p>Soon enough, three Mare Do Well's (Pinkie Pie had insisted they dress appropriately) and an armored Rainbow Dash made their bold way into the Everfree forest. Every now and again, Twilight Sparkle took off her hat and put a little more power into the spell, tracing Captain Cloudsdale's path. Sure enough, the spell led them into the deeper, darker, scarier, parts of the Everfree forest.<p>

Grasping, jagged branches pulled at capes, tails, and manes- forcing both Fluttershy and Rainbow Dash to stay grounded (much to the latter's chagrin).

"Stick together, girls." Twilight Sparkle said. "We're getting closer. I can feel it."

"More like _smell_ it, right?" Pinkie Pie said.

"...no." Twilight Sparkle said. "I told you, the bloodhound thing was just a metaphor-"

"No, really. Can't you smell that?" Pinkie Pie took in a deep breath, and immediately started coughing through her mask. "It's _nasty_. Like rotten eggs!"

The other ponies, perhaps against their better judgement, sniffed the air as well. It was a good thing most of them were masked, concealing whatever shades of green they might have turned.

"Oh, gross!" Rainbow Dash said, and held one hoof over her nose. "Was somebody eating cabbage before we left?"

"Don't be so childish, Rainbow Dash." Twilight Sparkle's scolding might've held more weight if she wasn't covering her nose, giving herself a more nasal tone. "That smell isn't from any of us- it's probably from a wyvern's acid- they use their saliva to burn away wood and dirt and stone when they dig out their lairs."

"Like this one?" Fluttershy said. She pushed some bushes out of the way and pointed to a large hole in the ground. It was hardly as imposing or impressive as a dragon's mountaintop lair, but the acidic stench made it even more unpleasant.

"Good work, Fluttershy." Twilight Sparkle said. She pulsed her magics again, and nodded. "If my spell's working, and I don't see why it wouldn't, Captain Cloudsdale's somewhere in there."

"I hope he's okay." Fluttershy murmured, "I mean, I wouldn't want to go down there. Um, actually, now that I think of it, I really _don't _want to go down there." Her usual quaver contrasted with her dashing superhero attire. "Do we have to go down there?"

"What do you think?" Rainbow Dash's loud outfit, on the other hoof, fit her tone perfectly.


	4. Chapter 4

"And I thought it smelled bad on the _outside_!" Pinkie Pie said.

"That was funny the first time you said it." Rainbow Dash grumbled. "But now..."

"It's even funnier, right! I just love a good running gag!"

"Quiet!" Twilight Sparkle hissed, her voice echoing from the acid-etched walls of the wyvern-cavern (the term 'wavern' had been offered by Pinkie Pie, and summarily rejected by the rest of the group) "What if that wyvern's still home? We don't want to give ourselves away, and lose the element of surprise-"

"Surprise? You mean the white pegasus pony with the blonde hair that looks kinda like mine?" Pinkie Pie said. "I know her!"

"Not her, Pinkie." Twilight rubbed at her face through her mask. "I'm just referring to the tactical advantage which we won't have if we keep making all this noise."

"Oh, am I too loud?" Fluttershy squeaked. "I'm sorry. I'll try to be sneakier."

"Psh!" Rainbow Dash tilted her helmet back. "If you ask me, I say we make MORE noise! Let that jerk wyvern guy know we're coming, and then he'll just want to run away because he's going up against the one and only Rainbow Dash! And, uh, you guys, too."

"Remember," Twilight Sparkle said, "this is a _rescue_ mission. Which means our primary objective is to get in, find Captain Cloudsdale, and get out. Now c'mon-" Twilight Sparkle narrowed her eyes and gave her spell another pulse. "We're almost there..."

A faint, translucent thread of etheric energy snaked out from the end of Twilight Sparkle's horn and curled around a bend in the tunnel. Twilight Sparkle smiled to herself, nearly giddy to see the success of her spell. The tunnel emerged out into a tall, cavernous chamber. Phosphorescent fungus grew on the many stone columns throughout the room, giving it an otherworldly ambience. The floor of the cave was strewn with bones from at least a half dozen different creatures.

"See?" Twilight said, "there's no problem that can't be solved with the proper application of magic-"

She stopped talking as soon as she saw the skull.

Somewhere, at the back of her head, Twilight Sparkle told herself it was just a regular pony skull, the sort of thing she'd seen over and over again in her anatomy textbooks. On the other hoof, the sight of the bare, yellowed bone was nothing more than a horrible reminder of her own mortality and insignificance.

She almost didn't notice the faded red fabric hanging from the skeleton until she stopped screaming.

Wide eyed, Fluttershy looked over Twilight's shoulder. "Is that-" Fluttershy said.

"Captain Cloudsdale!" Rainbow Dash said as she peered over Twilight's other shoulder. "We're too late!"

"No, not that." Twilight breathed in deeply. "Look at the dust, the level of decomposition- whoever this pony is, they've been dead for a long, long time."

"Oh my gosh! I was right!" Pinkie Pie peered over the top of Twilight's head. "Captain Cloudsdale _is _a zombie!"

"Not that either!" Twilight said. "Obviously, whoever this pony is, it's not Captain Clousdale-"

"Then why is he wearing the costume?" Pinkie Pie poked at a scrap of crimson fabric. "Wasn't your spell supposed to find him?"

"I don't know!" Twilight squeezed her eyes shut. "I'm sure there's a rational explanation for all this- we just need more information."

"Um, Twilight?" Fluttershy said. "Not to doubt you or anything, but, uh, you keep on saying that, and things keep on getting more confusing."

"Psh! I'm not confused!" Rainbow Dash said. "I know _exactly_ what we need to do! Let's just go find that jerk dragon-"

"Wyvern-" Twilight said.

"Whatever. We find that guy, and we kick his face in until he tells us what's going on!"

"What makes you think he knows what's going on?" said Fluttershy.

"I dunno." Pinkie Pie took off her purple hat and revealed a pair of furiously twitching ears. "But I think we're gonna find out really soon!"

The wyvern's snarl echoed from the stone walls of the chamber, loud enough to rattle the very bones Twilight and her friends were staring at.

"Hide!" Twilight hissed, and shut her spell off. They all scattered in different directions, taking cover behind the pillars piles of stone rubble.

The wyvern prowled into the cavern, occasionally curling around one pillar or another with easy familiarity.

The wyvern looked down to something in its claw. **"Tiny pony.**_**" **_ it hissed. **"Who do you think you are?**" The wyvern made a sound akin to a laugh, and threw something white and red across the room. A battered, ragged, but still notably _alive_ white pegasus landed next to Twilight Sparkle's hiding place.

"More like, who the hell do you think _I_ am?" Rainbow Dash's voice echoed off of the cavern walls. In the dim light, her multicolored blur was nearly blinding. Rainbow Dash smashed into the wyvern, hard. The reptile reeled into a pillar, hitting hard enough to shake stalactites loose from the ceiling.

Acting on instinct, Twilight Sparkle yanked Captain Clousdale out of the way of a plummeting shard of stone, and threw up a brief shielding spell to protect them both from the spray of razor-sharp rocks when it shattered on the stone floor.

"Mare do Well!" Captain Cloudsdale said. "Can't say I was expecting to see you here, but- look out!" the costumed pegasus grabbed Twilight around the middle and beat his wings, pulling them both away from the path of the wyvern's sweeping tail.

The two ponies tumbled over each other and landed in a graceless heap. Twilight shook her head and opened her eyes- only to see _two_ Captain Clousdales, even if one was far more alive than the other..

"Aha! I knew it!" Twilight Sparkle said as the realization hit her. "You're a phony!"

Captain Cloudsale (the living one, that is) splayed his ears in dismay. "You're right-" he reached up and pulled off his mask, tossing it to the side. "My name's Four Color. The _real_ Captain Clousdale was my grandfather. I just wanted to find out what'd happened to him-" the white furred pegasus winced as the wyvern roared in the chamber behind him. "I didn't mean for anyone to get hurt, I promise."

"That...actually explains a lot." Twilight Sparkle said.

"And, uh- one more thing." Captain Cloudsdale took to the air again and scratched at the back of his neck. "Seeing as of how we might die here and all-"

"What?" Twilight said. "Nobody's going to-"

She didn't get the chance to finish before Four Color did a quick somersault and pulled her into a fleeting (if awkward, given his upside-down position, not to mention Twilight's mask) kiss.

"Bwuh?" Twilight managed.

"Sorry, I've just always wanted to do that." Four Color looked over his shoulder, where Rainbow Dash still flew circles around the raging wyvern. "Now c'mon! We've got to help your friend!" The white pegasus turned and shot off into the fray.

Pinkie Pie and Fluttershy had joined the brawl as well, harrying the wyvern from one direction or another. But in the cramped cavern, it was hard to see more than one pony at a time amidst the coils and wings of the mighty wyvern.

**"You know, I should be thanking you!"** the wyvern snarled, **"I never thought I'd get the chance to kill Captain Clousdale twice! I just hope you fight half as hard as the first one did!"** It spat another stream of green acid, but Four Color banked out of the way just in time. **"Your little ****friends will just be bonus skulls for my...collection." **The wyvern lashed its tail around again and smacked Four Color out of the air.

** "**Wow, he's tough!" Pinkie Pie said as she popped up beside Twilight Sparkle.

"He is, isn't he?" Twilight said, "I mean, he may not be the real Captain Cloudsdale, but-"

"I was talking about the big lizard."

"Wyvern." Twilight Sparkle said by reflex.

"Right, that guy!" Pinkie Pie pushed the brim of her hat back. "It's too bad we didn't bring Rarity and Applejack along, as then we could've been all like 'Elements of harmony, BZZZOW!' Not that I'm saying that's the solution to every problem, but it's always really pretty and nifty and maybe this guy's just cursed to be a big meanie and then we can fix him and he'll be cute and stuff and there can be hugs like the time we turned Nightmare Moon into Princess Luna!"

"That's it!" Twilight said.

"Hugs?" Pinkie Pie tilted her head.

"No time to explain!" Twilight Sparkle pulled her mask off and threw it to the side. She concentrated, aligning the proper energies for her teleportation spell. Her magic flashed, and Twilight landed upon a large stone ledge- one at eye-level with the hissing wyvern.

"Hey!" Twilight Sparkle said, "Stop that!"

**"Hm?"** The wyvern licked acidic spittle from its lips and turned to peer at the unicorn. **"Shouldn't you be futilely trying to hurt me? Or, better yet, fleeing in terror? I love it when little ponies flee in terror. It never does them any good**."

"I'm not fighting you, and I'm not running!" Twilight Sparkle said. "I'm doing something that I should have done way earlier."

**"And that is?**"

"I'm going to _lecture_ you!"

**"What." **The wyvern tilted its head to the side, confused at the audacity of a prey animal to lecture him.

"Given the fact we're actually having this conversation, I can assume you have at least _some_ degree of sapience, which means I should introduce myself."

**"Huh?"** the Wyvern finally said.

"My name is Twilight Sparkle." The unicorn drew herself up taller, and her cape and mane began to flutter in an unseen breeze. "I'm proficient in twenty five forms of magic, I've uncovered the Elements of Harmony to save Equestria..._twice_, and I'm Princess Celestia's favorite student."

**"So?"** The Wyvern said, growling.

"I'm not finished!" Twilight's horn glowed, ominously. "As now I've got to introduce my friends! That's Rainbow Dash over there- she's the fastest thing in all of Equestria- did you know she's pulled off a sonic rainboom? Twice? You've got wings, you can appreciate that sort of thing, right?"

**"Er-"** the wyvern said.

"And _that_," Twilight went on, "is my friend Fluttershy. She may be quiet, but, well, you know what they say about the quiet ones, right? Especially since I've seen her stare down bigger dragons than you...you heard about that, right? You do _not_ want to get on her bad side. And over there is Pinkie Pie, who...well, she's Pinkie Pie, that's the best way I can describe it."

**"And...why should I care?**"

"The reason you should care is because my friends and I are _used_ to dealing with big bullies like you! That, and I just remembered that the Second Wyvern War ended with the Trottingham Treaty, which set very _specific_ terms for the repatriation of casualty remains- which, given the original Captain Cloudsdale's rank, most certainly applies! So really, we're entirely within our rights in coming to claim the Captain's remains. _Unless_ you'd prefer to break the treaty. I mean, you might even be able to kill all of us right now, but what happens when my OTHER friends start looking for us? I imagine Princess Celestia herself might get involved, and she'd bring the whole force of the Equestrian Army with her...the army hasn't had a lot to do in awhile, y'know. And, not to brag or anything, but if something were to happen to me, Princess Celestia's favorite student, she might take it...badly. As in, say, 'start studying your lunar geography' badly. Seems a lot for just one lonely wyvern to deal with, from a mathematical perspective."

**"Um**.**"** The wyvern somehow managed to sound like Fluttershy.

"Right!" Twilight smiled, "Now, if you'll excuse us, we'll gather up Captain Cloudsdale's remains, and we'll just be on our way, and leave you to your, uh...wyvern-ing."

**"I...ah...that works."**

"I knew you'd see it that way!" Twilight teleported back to the cavern floor, and glanced around. "So! Let's all just get everything together, and we can be on our merry way."

"Wait, that's it?" Rainbow Dash said.

"Just keep smiling and pick up the pegasus guy." Twilight said through her forced grin.

* * *

><p>"Ouch." Four Color said as soon as he regained some semblance of consciousness. It was not a pleasant process, given the beating he'd just endured.<p>

"He's awake, yay!" Pinkie Pie said.

"Mare do Well?" Four Color squinted his eyes against the harsh light of day.

"Oh, we probably should've taken our masks off, shouldn't we?" Fluttershy said.

"Mare do Well?" Four Color rubbed at his head. "Guess I'm seeing double-"

"Back off, you guys! Give him some air!" Twilight Sparkle said.

"-or triple." Four Color mused. With some effort, he focused his attention on the unmasked Twilight. "Huh. You're not nearly as ugly as Rainbow Dash said you were."

"HA HA FUNNY STORY." Rainbow Dash said. She paused, then peered at Four Color. "Hey, think if he ACCIDENTALLY got hit in the head again, he'd forget all of this?"

"No." Twilight said, flatly. She turned back to Four Color and helped him back to his hooves. "Don't worry, you don't have a concussion, there's actually more than one Mare do Well- it's a long story."

"Oh. Okay." The battered white pegasus glanced from one filly to another, and a faint blush began to color his cheeks. "So wait, which one of you did I-"

"ANYWAY." Twilight Sparkle didn't let him finish. "You're not concussed right _now_, but you took a heck of a beating back there, so everything's probably just a blur, right?"

"I guess?" Four Color said. "...how did we get out here, anyway? Last thing I remember is getting whacked by that wyvern's tail. Again."

"You should've seen it!" Pinkie Pie leaned in, "Twilight just went 'BAMF' and teleported up on this ledge and totally stared down the giant lizard-"

"Wyvern." Twilight said.

"-yeah, that guy! And usually it's Fluttershy who's best at getting all scary looking and making the bad guys go away, because they always say you've got to watch out for the quiet ones, which I guess is true because this one time I was going along and singing a song to myself and I wasn't looking where I was going and then I tripped over Fluttershy because she was crouching down and talking to some ferrets or something-"

At a nod from Twilight, Rainbow Dash dragged Pinkie Pie back and stuffed a hoof in her mouth.

"I just did a little bit of...tactical negotiation, that's all." Twilight said. "The important part is, that wyvern let us go. Er, all of us." Twilight stepped to the side and showed Four Color a bundle wrapped up in a ragged gold cape. "You wanted to find out what happened to your grandfather, didn't you? I'm...I'm sorry it turned out this way."

Four Color stared at the bundle for a long time. "No, it's alright." He finally said, very quietly. "He went down fighting- that's what he would've wanted. I'm just glad we can close the book on it, y'know?"

"I'm sure your grandfather would be very proud of you." Twilight said. "I mean, from what I saw, you really did live up to the name of Captain Cloudsdale."

"Uh, thanks?" Four Color rubbed at the back of his neck again. "But I nearly got you all killed trying to help me-"

"Psh. We do this kind of thing _all the time_." Rainbow Dash puffed her wings out. "Seriously. Like, every other Saturday something tries to kill us."

"It's true!" Pinkie Pie said. "It's just we're usually not wearing costumes then."

"So this Mare do Well thing...?" Four color trailed off.

"It's complicated." Fluttershy said.

"Actually, that's a really good point." Twilight said. "I mean, you don't _need _a mask or a cape to be a hero- I wasn't able to talk that wyvern down until I told him exactly who I was. Sometimes, it's best if you just be yourself, and deal with your problems that way." She paused, and then looked around. "Shoot, I didn't bring a pen. That would make a perfect Friendship Report!"

Four Color tilted his head to the side. "Friendship report?"

"It's complicated." Fluttershy said.

Twilight shook her head. "I'll worry about it when we get back to Ponyville. But honestly, I wouldn't worry about it too much, if I were you."

"Why not?" Four Color said.

Twilight smiled and patted the white pegasus on the shoulder. "You're braver and tougher than you think, Four Color-"

"Even if you're not as rad as me!" Rainbow Dash added.

Twilight Sparkle glared at the blue pegasus, to little avail. "And it wasn't the mask that made you that way, remember that. I hope you keep on helping other ponies once we get this all settled. Besides!" Twilight Sparkle smiled. "You look good in red."

"And here I thought Rarity was the designer!" Pinkie Pie giggled.

"Who?" Four Color said.

"It's complicated." Fluttershy said.


End file.
